Standard Tolling Provides Update
20.10.2014 | Business Wire
Standard Tolling Corp. (TSX-V: TON, Frankfurt: GA0, “Standard Tolling” or the “Company”) provides an update on a number of corporate developments announced on September 24, 2014.Huamachuco Plant, Peru
As announced, the Company is acquiring a 150 ton per day CIL gold processing plant (the “Plant”) located in the department of La Libertad near the city of Huamachuco in Northern Peru.
Permitting for the Plant is in hand and it is expected that ore processing can commence as early as March 2015.
The Company has paid the second US$25,000 payment, and the parties have agreed to extend the Due Diligence Period to the earlier of completion and not later than October 31, 2014. The parties have agreed that the definitive agreement that will replace the binding Letter of Intent signed September 18, 2014, will modify the terms announced on September 24, 2014, so that on closing:
a. the Company will be required to issue the vendor 2,500,000 post-Consolidated common shares of the Company (instead of 5,000,000) at a deemed value of C$250,000 and the Company will be required to issue to vendor an unsecured, non-interest bearing promissory note for C$250,000 payable within two years from Closing; and
b. the Company will engage the vendor’s company as a consultant for a minimum of two years to provide technical and operating advice and Mr. Crow will not be named as an officer or director of the Company or its subsidiaries
The Plant acquisition has been classified as a fundamental acquisition under the rules of the TSX Venture Exchange (“TSX-V”) and trading in the Company’s shares will be halted until TSX-V requirements are met. Upon acceptance of all the documentation filed with the TSX-V, the TSX-V will allow the Company’s shares to resume trading. The Company anticipates the shares will trade prior to the final Closing date of November 27, 2014.
The Private Placement
In response to demand from key subscribers of the private placement, the share purchase warrant included in the unit will have a five year term instead of a three year term but will remain subject to acceleration. In the event that the volume weighted average trading price of the common shares of the Company trades at or above $0.30 per share for 15 consecutive trading days in the period commencing four months after the closing date, the Company will have the right to accelerate the expiry date of the Warrants to the date which is 30 days after notice is given to the holders of the Warrants of the accelerated expiry date. The private placement is subject to compliance with applicable securities laws and to receipt of regulatory approval.
The Company anticipates the private placement may be over-subscribed due to early demand and the Company will consider increasing the amount, subject to TSX-V acceptance. The Company is hoping to establish final allotments prior to October 31, 2014
The Consolidation
The Company’s shareholder meeting called to consider approval of the share consolidation of 3 old for 1 new share will be held on November 20, 2014.
Conditions of Closing
The parties’ obligations to complete the Consolidation, the Agreement and the Private Placement are subject to the TSX-V approving all elements of these transactions on terms acceptable to the parties, satisfactory results of due diligence and settlement of definitive documentation. Closing of all the transactions is conditional on closing each of the other transactions.
About Standard Tolling Corp.
Standard Tolling has assembled a well respected operating team with expertise in operating multiple toll processing plants that purchase ore from small miners. Under the progressive new formalization mandate, the Peruvian government has enacted legislation and explicitly encouraged additional compliant ore processing plants. The Company is on its way to establishing its first toll processing facility in Peru.
ON BEHALF OF THE BOARD
“Len Clough”
Mr. Len Clough, Chairman, President, CEO and Director
For further information please contact:
Standard Tolling Corp.
Tel: 604-536-2711 ext5 for Dan O’Brien, CFO
Email: info@standardtolling.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur and include, without limitation, statements regarding the Company’s plans with respect to statements about the Company’s ability to fund and execute the proven ore processing business model outlined in this news release. Although Standard Tolling believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
